Exhibit 4.4
AMENDMENT TO RIGHTS AGREEMENT
1. GENERAL BACKGROUND. In accordance with the Rights Agreement
between First Chicago Trust Company (the "Rights Agent") and
Solutia Inc. (formerly Queeny Chemical Company, the "Company"),
dated as of August 6, 1997, the Company desires to amend Section
21 of the Agreement.
2. EFFECTIVENESS. This Amendment (the "Amendment") shall be
effective as of November 1, 2001, and all defined terms and
definitions in the Agreement shall be the same in the Amendment
except as specifically revised by the Amendment.
3. AMENDMENT. Section 21 of the Agreement entitled "Change of Rights
Agent" is hereby deleted in its entirety and replaced with the
following:
Change of Rights Agent. The Rights Agent or any successor Rights
----------------------
Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company
and to each transfer agent of the Common Shares or Preferred
shares by registered or certified mail and to the holders of the
Right Certificates by first-class mail. The Company may remove
the Rights Agent or any successor Rights Agent upon 30 days'
notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the
Common Shares or Preferred Shares by registered or certified
mail, and to the holders of the Right Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint a
successor to the Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice
of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated
Rights Agent or by the holder of a Right Certificate (who shall,
with such notice, submit such holder's Right Certificate for
inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any
successor Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation or trust company organized
and doing business under the laws of the United States or of any
state of the United States, in good standing, which is authorized
under such laws to exercise corporate trust or stock transfer
powers and is subject to supervision or examination by federal or
state authority and which has individually or combined with an
affiliate at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100 million dollars.
After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act
or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time
held by it hereunder, and execute and deliver any
2
further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with
the predecessor Rights Agent and each transfer agent of the
Common Shares or Preferred Shares, and mail a notice thereof in
writing to the registered holders of the Right Certificates.
Failure to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the legality or
validity of the resignation or removal of the Rights Agent or the
appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or
exhibits thereto shall remain in full force and effect.
5. This Amendment shall be deemed to be a contract made under the
laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely
within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 1st day of November, 2001.
Solutia Inc. First Chicago Trust Company
of New York
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------- -----------------------------
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Secretary Title: Managing Director
CERTIFICATE
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant Secretary of Solutia Inc., a Delaware
corporation (the Company), hereby certify that:
1. First Chicago Trust Company of New York has resigned as
Rights Agent under the Rights Agreement between First
Chicago Trust Company of New York (the "Rights Agent") and
the Company (formerly Queeny Chemical Company), dated as
of August 6, 1997, as amended by the Amendment to Rights
Agreement dated as of November 1, 2001 (the "Amended
Agreement"); and
2. Pursuant to Section 21 of the Amended Agreement, the
Company has appointed EquiServe Trust Company, N.A. as
successor Rights Agent effective as of December 17, 2001.
IN WITNESS WHEREOF, I have hereunto set my hand in my official capacity and
affixed the corporate seal of the Company as of this 19th day of December,
2001.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
SEAL
